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V I P Industries Ltd

BSE Code : 507880 | NSE Symbol : VIPIND | ISIN:INE054A01027| SECTOR : Plastic products |

NSE BSE
 
SMC down arrow

512.50

-8.70 (-1.67%) Volume 117309

19-Apr-2024 11:39:59

Prev. Close

521.20

Open Price

517.95

Bid Price (QTY)

512.50(128)

Offer Price (QTY)

513.45(45)

 

Today’s High/Low 517.95 - 510.40

52 wk High/Low 722.85 - 449.05

Key Stats

MARKET CAP (RS CR) 7360.48
P/E 0
BOOK VALUE (RS) 46.0942785
DIV (%) 225
MARKET LOT 1
EPS (TTM) 0.55
PRICE/BOOK 11.2486845845738
DIV YIELD.(%) 0.87
FACE VALUE (RS) 2
DELIVERABLES (%) 41.08
4

News & Announcements

12-Apr-2024

V I P Industries Ltd - VIP Industries Limited - ESOP/ESOS/ESPS

10-Apr-2024

V I P Industries Ltd - VIP Industries Limited - Other General Purpose

10-Apr-2024

V I P Industries Ltd - VIP Industries Limited - Loss of Share Certificates

09-Apr-2024

V I P Industries Ltd - VIP Industries Limited - Other General Purpose

14-Feb-2024

Board of V I P Industries appoints CFO

30-Jan-2024

Board of VIP Industries recommends Interim Dividend

25-Jan-2024

VIP Industries to hold board meeting

18-Nov-2023

V I P Industries announces resignation of senior management personnel

Corporate Actions

Bonus
Splits
Dividends
Rights
Capital Structure
Book Closure
Board Meeting
AGM
EGM
 

Financials

Income Statement

Standalone
Consolidated
 

Peers Comparsion

Select Company Name BSE Code NSE Symbol
Aristocrat Luggage Ltd(merged) 523094
Ganpati International Ltd 40146
HEB Luggage Industrial Ltd 523058
Safari Industries (India) Ltd 523025 SAFARI
Unilite Industries Ltd 523654

Share Holding

Category No. of shares Percentage
Total Foreign 13465481 9.49
Total Institutions 18025766 12.70
Total Govt Holding 0 0.00
Total Non Promoter Corporate Holding 4852619 3.42
Total Promoters 73467677 51.76
Total Public & others 32140339 22.64
Total 141951882 100
  • Total Foreign
  • Total Institutions
  • Total Govt Holding
  • Total Non Promoter Corporate Holding
  • Total Promoters
  • Total Public & others

About V I P Industries Ltd

VIP Industries Limited is amongst Asia's leading manufacturers and suppliers of luggage, backpacks, and handbags and the market leader in the organised luggage segment. The Company has a range of leading brands, positioned across the entire price range, catering to value (Aristocrat), mid (VIP, Skybags), and premium (Carlton, Caprese) price points. Promoted by Mr. Dilip G Piramal, the Company's manufacturing infrastructure includes two state-of-the-art units in India and six in Bangladesh which are equipped with modern technologies. Moreover, its strong distribution network gives easy access to VIP luggage everywhere in India via 5,883 points of sale across exclusive stores, multi-brand stores, large format retail, defense canteens, and e-commerce. Presently, it is engaged in manufacturing, and marketing of luggage, bags and accessories. VIP Industries Limited (Formerly Aristo Plast Limited) was incorporated in January 27, 1968. In 1971, The Company became a wholly owned subsidiary of Blow Plast Retail Limited. The company came out with a rights issue in Nov.'93 for expansion, modernization and balancing its plants located at Nashik, Jalgaon and Sinnar. In 1997-98, it increased the installed capacity of its injection/vaccum moulded plastic goods by 1000 MT. During the year 1999-2000, the company's exports increased from 14.91 crores from the previous year to 15.49 crores in the current year registering a growth of 4%. The company has entered into technical collaboration with Delsey S A France for manufacturing some of their premium range suitcases & briefcases. During FY 2015, the Company launched Verve' a polycarbonate range under the VIP brand for promotion through television campaigns and featured distinctive design and colors, which were well received by consumers. During the same year, the company launched Ladies Hand Bags category under the brand 'Caprese'. Caprese is now available at more than 500 points of sale across the country, many distribution channels including select Company-run exclusive stores, franchisee stores, multi brand dealers and leading departmental chains like Shoppers Stop, Lifestyle and Central as well as e- commerce platforms. In the Soft luggage segment, 'Skybags' brand has done extremely well and grew in all luggage brands. It is successfully executing its multi brand - multi segment strategy with consistent investment in advertising for all major luggage brands. During FY 2016, Branded bags and luggage category saw tremendous growth as company increased its focus with new launches and advertising. Brand VIP remains the first choice of Indian family travel, while Aristocrat and Alfa are providing value to consumers in hypermarkets and trade channels respectively. In FY 2017, Skybags backpack advertisement play Back to Back' featuring Varun Dhawan has become very popular. Moreover, with latest brand Ambassador Hrithik Roshan on board, brand VIP is all set to get a stylish makeover. In FY 2018, the company's traditionally strong categories like Soft uprights and Duffle registered a good growth. With Carlton brand for the new-age business traveler, the company is presently tapping high-end market where customers are discerning and willing to pay a premium for good bags.There was a fire incident at Company's Ghaziabad warehouse on 3rd April 2019. There was loss of stocks and fixed assets. The assets damaged by the fire are adequately insured. The damaged assets are being impaired during the period of losses occurred. The insurance claim will be recognized around the time of admission of claim by the insurance company. As on 31st March 2019, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries. During the year 2019, V.I.P Accessories BD Private Limited has been incorporated as wholly owned subsidiary of the Company at Bangladesh. As on 31st March, 2020, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries. The Board of Directors has approved the allotment of 1,000 listed, secured, rated, redeemable, Non-Convertible Debentures (NCDs) of Rs.10,00,000/- each, aggregating to Rs. 100 crore, on Private Placement basis, in its meeting held on July 30, 2020. The Company has issued Listed Redeemable 7.45% Non- Convertible Debentures (NCDs) aggregating to Rs 100 Crore on July 30, 2020 and Listed Redeemable 7.25% Non- Convertible Debentures (NCDs) aggregating to Rs 50 Crore on September 07, 2020. As on March 31, 2022, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries. During the year 2021-22, Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. During year 2022, it opened 32 retail stores, taking the count to 376. It expanded the hard luggage (HL) production capacity by 55 lacs (annual) units across India and Bangladesh. It launched new products in value (Aristocrat) and mid (Skybags) segments. During year 2022-23, the Company established additional 125 Exclusive Business Outlets (EBOs),taking the count to 500 EBO Stores. It launched 23 new products in the premium/economy segment and 19 new products in the value segment taking the count to 42 launches.

V I P Industries Ltd Chairman Speech

Dear Shareholders,

I am pleased to present the Annual Report for VIP Industries

Limited for the fiscal year ended on March 31, 2023. Our Company has delivered a strong performance, with growth being broad-based across brands and channels. Furthermore, we have made significant strides in executing our transformation plan. This journey is of paramount importance, and we are steadfast in our commitment to drive this transformation, solidifying our foundation for long-term business sustainability.

The luggage & backpacks market in India is estimated to be around ~`10,000 crores1 with branded players constituting ~56%1&2 of the market, while the remaining portion is dominated by the unbranded segment. In recent years, factors such as the implementation of GST, supply chain disruptions caused by the pandemic, and a shifting consumer preference towards branded products are reshaping the industry landscape. To provide a better perspective, while the overall industry is growing at an average rate of 8-10%, the organised segment, synonymous with branded offerings, is outpacing this growth with an impressive rate of 15%. This highlights the strong momentum and promising expansion opportunities within the organised segment.

Throughout the year, our strategic focus has been on fortifying our core strengths. We have made consistent investments in expanding our in-house manufacturing capacity. Our facilities in India and Bangladesh now support high volumes of indigenous production, thereby ensuring high quality products in a cost-effective manner while significantly reducing our sourcing from China. To enhance our manufacturing capabilities even further, we have initiated a capital expenditure plan of 200 Crores. These strategic endeavours exemplify our unwavering commitment to meeting the growing demands of our valued customers.

1. Euromonitor, estimated for Calendar year 2022

2. Internal estimates

We are also actively investing in bolstering our distribution network to establish a stronger connection with a broader customer base. The industry is experiencing significant growth fuelled by the aspirations of customers living in Tier 2 and Tier 3 cities, who are eager to explore the world like their metropolitan counterparts. Our strategic expansion to these markets will enable us to cater to the preferences of New India, ensuring our products are accessible to all.

Upholding strong governance practices is fundamental to our operations. We are keenly aware of the evolving expectations and regulatory landscape, and we prioritise earning and maintaining the trust of our valued customers, employees, investors and stakeholders. Our business strategy is shaped by an experienced team of senior leaders who are fully engaged in driving our success. We remain focussed on continually improving our disclosure practices, ensuring that good corporate governance remains the bedrock of our business.

At all our sites and offices, we embrace responsible business practices, prioritising health, safety and environmental standards. Regrettably, we must report a significant fire incident at one of our factories in Bangladesh. Our prompt response ensured that no lives were lost. We conducted a thorough investigation to determine the root cause and swiftly implemented corrective measures to prevent any future recurrence. Aligning with our dedication to being a responsible employer, additional control measures have been implemented across our other factories to mitigate risks effectively. We remain resolute in our efforts to ensure the well-being of our workforce and maintain a safe working environment.

In closing, at VIP Industries, the way we consistently create and deliver that value is by keeping our focus squarely on the future. Our consistent investments in strengthening our business fundamentals will enable us to cater to the expanding aspirations of our customers and drive growth. We owe our success to our hard working and dedicated employees, and on behalf of the Board, I express my gratitude for their invaluable contributions. I would also like to extend a heartfelt thank you to our customers, partners and shareholders for their support. As we continue our journey of value creation, I firmly believe that the future holds even greater prospects for our Company.

Warm regards,

Dilip G. Piramal

   

V I P Industries Ltd Company History

VIP Industries Limited is amongst Asia's leading manufacturers and suppliers of luggage, backpacks, and handbags and the market leader in the organised luggage segment. The Company has a range of leading brands, positioned across the entire price range, catering to value (Aristocrat), mid (VIP, Skybags), and premium (Carlton, Caprese) price points. Promoted by Mr. Dilip G Piramal, the Company's manufacturing infrastructure includes two state-of-the-art units in India and six in Bangladesh which are equipped with modern technologies. Moreover, its strong distribution network gives easy access to VIP luggage everywhere in India via 5,883 points of sale across exclusive stores, multi-brand stores, large format retail, defense canteens, and e-commerce. Presently, it is engaged in manufacturing, and marketing of luggage, bags and accessories. VIP Industries Limited (Formerly Aristo Plast Limited) was incorporated in January 27, 1968. In 1971, The Company became a wholly owned subsidiary of Blow Plast Retail Limited. The company came out with a rights issue in Nov.'93 for expansion, modernization and balancing its plants located at Nashik, Jalgaon and Sinnar. In 1997-98, it increased the installed capacity of its injection/vaccum moulded plastic goods by 1000 MT. During the year 1999-2000, the company's exports increased from 14.91 crores from the previous year to 15.49 crores in the current year registering a growth of 4%. The company has entered into technical collaboration with Delsey S A France for manufacturing some of their premium range suitcases & briefcases. During FY 2015, the Company launched Verve' a polycarbonate range under the VIP brand for promotion through television campaigns and featured distinctive design and colors, which were well received by consumers. During the same year, the company launched Ladies Hand Bags category under the brand 'Caprese'. Caprese is now available at more than 500 points of sale across the country, many distribution channels including select Company-run exclusive stores, franchisee stores, multi brand dealers and leading departmental chains like Shoppers Stop, Lifestyle and Central as well as e- commerce platforms. In the Soft luggage segment, 'Skybags' brand has done extremely well and grew in all luggage brands. It is successfully executing its multi brand - multi segment strategy with consistent investment in advertising for all major luggage brands. During FY 2016, Branded bags and luggage category saw tremendous growth as company increased its focus with new launches and advertising. Brand VIP remains the first choice of Indian family travel, while Aristocrat and Alfa are providing value to consumers in hypermarkets and trade channels respectively. In FY 2017, Skybags backpack advertisement play Back to Back' featuring Varun Dhawan has become very popular. Moreover, with latest brand Ambassador Hrithik Roshan on board, brand VIP is all set to get a stylish makeover. In FY 2018, the company's traditionally strong categories like Soft uprights and Duffle registered a good growth. With Carlton brand for the new-age business traveler, the company is presently tapping high-end market where customers are discerning and willing to pay a premium for good bags.There was a fire incident at Company's Ghaziabad warehouse on 3rd April 2019. There was loss of stocks and fixed assets. The assets damaged by the fire are adequately insured. The damaged assets are being impaired during the period of losses occurred. The insurance claim will be recognized around the time of admission of claim by the insurance company. As on 31st March 2019, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries. During the year 2019, V.I.P Accessories BD Private Limited has been incorporated as wholly owned subsidiary of the Company at Bangladesh. As on 31st March, 2020, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries. The Board of Directors has approved the allotment of 1,000 listed, secured, rated, redeemable, Non-Convertible Debentures (NCDs) of Rs.10,00,000/- each, aggregating to Rs. 100 crore, on Private Placement basis, in its meeting held on July 30, 2020. The Company has issued Listed Redeemable 7.45% Non- Convertible Debentures (NCDs) aggregating to Rs 100 Crore on July 30, 2020 and Listed Redeemable 7.25% Non- Convertible Debentures (NCDs) aggregating to Rs 50 Crore on September 07, 2020. As on March 31, 2022, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries. During the year 2021-22, Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. During year 2022, it opened 32 retail stores, taking the count to 376. It expanded the hard luggage (HL) production capacity by 55 lacs (annual) units across India and Bangladesh. It launched new products in value (Aristocrat) and mid (Skybags) segments. During year 2022-23, the Company established additional 125 Exclusive Business Outlets (EBOs),taking the count to 500 EBO Stores. It launched 23 new products in the premium/economy segment and 19 new products in the value segment taking the count to 42 launches.

V I P Industries Ltd Directors Reports

Your Directors are pleased to present the 56th Annual Report together with Audited Financial Statements and Auditor's

Report for the financial year ended March 31, 2023.

FINANCIAL RESULTS

` ( in Crores)

Standalone

Consolidated

Particulars Year Ended Year Ended Year Ended Year Ended
31.03.2023 31.03.2022 31.03.2023 31.03.2022
Revenue from Operations 2,019.53 1,257.19 2082.32 1,289.51
Earning before depreciation,Interest and Tax 259.97 164.45 330.88 180.76
Finance cost 23.54 22.48 28.48 24.64
Depreciation and Amortisation expenses 58.05 58.12 73.66 69.96
Profit before tax and Exceptional/Extraordinary Items 178.38 83.85 228.74 86.16
Exceptional Item - Income/ (Expense) 15 - (32.21) -
Profit Before Tax / Loss 193.38 83.85 196.53 86.16
Tax expenses 32.45 20.12 44.19 19.23
Profit / Loss for the year 160.93 63.73 152.34 66.93

OVERALL PERFORMANCE AND OUTLOOK

Standalone

During the financial year ended March 31, 2023, revenue from Operations was ` 2,019.53 crores as against ` 1,289.51 crores during previous year, registering a growth of 60.64%.

Profit before ` 178.38 crores as against ` 83.85 crores in the previous year. Profit after Tax for the year under review was at ` 160.93 crores as against ` 63.73 crores in the previous year.

Consolidated

During the financial year ended March 31, 2023, revenue from Operations was ` 2,082.32 crores as against ` 1289.51 crores during previous year, registering a growth of 61.48%.

Profit before exceptional items and tax was at ` 228.74 crores as against ` 86.16 crores in the previous year. Profit after Tax for the year under review was at ` 152.34 crores against profit of` 66.93 crores in the previous year.

A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

During the year, International business has increased considerably as compared to the previous financial year

The Company has further strengthen relationship with various customers in Middle East, Asia and Europe.

ANNUAL RETURN

In terms of Section 134(3)(a), and Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies

(Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at http://www.vipindustries.co.in/financial information.php.

COMPLIANCE WITH SECRETARIAL STANDARDS itemsand taxwasat

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly followed by the Company.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2023, 5 (Five)

Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors' Responsibility Statement, based on their knowledge and belief and the information and explanations obtained, your

Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2023 and of the profit and loss of your Company for that period;

(c) proper and sufficient maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts for the financial year ended March 31,

2023, have been prepared on a going concern basis;

(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company's website at the link · http:// www.vipindustries.co.in/policies.php

AUDITORS

Statutory Auditors

The Notes on financial statements referred to in the

Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143

(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.)

Secretarial Auditor care has been taken for the

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have reappointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your

Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2022-23 forms part of this Annual Report and is annexed as Annexure “A” to the Board's report. The observation of Secretarial Auditor or are self-explanatory and do not call for any further comments, reservations or adverse remarks.

adequateandareoperating PARTICULARS OF LOANS, GUARANTEES OR

INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of guarantees given by the Company under Section 186 of the Companies Act, 2013 are set out in Note 50 to the Standalone Financial Statement of the Company. Details of investments made under Section 186 of the Act as on March 31, 2023 are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company's website at the link · http://www.vipindustries.co.in/policies. php.

All contracts or arrangements entered into by the Company with Related Parties have been done at arm's length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure “B” to this report. Related Party disclosures as per IndAS have been provided in Note No. 44 of Standalone Financial Statements.

STATE OF COMPANY'S AFFAIRS

Discussion on state of Company's affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

RESERVES & DIVIDEND

During the year under review, the Company has not transferred any amount to the General Reserves. As on March 31, 2023, Reserves and Surplus (other equity) of the Company were at ` 578.73 crores including retained earnings of ` 315.13 crores.

Your Company had paid two interim dividends during the

- details given hereunder: financial year 2022

Particulars

Date of Payment Dividend ` Per share Dividend (%)

1st Interim Dividend

November 17, 2022 2.50 125%

2nd Interim Dividend

February 14, 2023 2.00 100%
Total 4.50 225 %

Your Directors do not recommend any final dividend for the year 2022-23.

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company's website at the link · http://www.vipindustries. co.in/policies.php

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments occurred after March 31, 2023 which may affect the financial position of the Company or may require disclosure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure “C” as attached to this report.

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the

Company encompass risk identification, classification evaluation. The Company identifiesall strategic, operational and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

As a part of the Company's strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans have been deployed. The Company is on track in respect of its risk mitigation activities. The Risk Management & Business Responsibility and Sustainability Committee overseas the risk management process.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2022-23, your Company incurred

Corporate Social Responsibility (CSR) expenditure of ` 2.01 Crores which was more than Statutory limits required to be spent by the Company.

CSR Committee of the Company comprises of Mr. Dilip G. Piramal (Chairman of CSR Committee), Ms. Radhika Piramal and Mr. Ramesh Damani.

The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the

Company and CSR initiatives taken during the financial year

2022-23 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure “D” to this Report. The CSR policy is placed on the Company's website at http://www.vipindustries.co.in/policies.php.

BOARD EVALUATION

Pursuant to provisions of Section 178 the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

The Company has devised a Policy for performance evaluation of the Independent Directors, Non-executive Directors, Executive Directors, the Board of Directors and respective Committees entirely. The said policy is put upon the website of the Company at the http://www.vipindustries. co.in/policies.php.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Retiring by rotation

Mr. Anindya Dutta (DIN: 08256456), Managing Director of your Company retires by rotation and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding re-appointment of Mr. Anindya Dutta pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Appointment

Ms. Neetu Kashiramka, (DIN: 01741624) Chief Financial

Officer of the Company was appointed as Executive Director & Chief Financial Officer of the Company for a period of five years, w.e.f May 8, 2023, liable to retire by rotation, subject to approval of members at ensuing Annual General Meeting.

The Board recommends her appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding appointment of Ms. Neetu Kashiramka pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

NAME OF THE COMPANIES WHICH HAVEand material orders passed

BECOME/CEASED TO BE SUBSIDIARIES, JOINT

VENTURE OR ASSOCIATE COMPANIES DURING THE YEAR

Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. All the subsidiaries of the Company are unlisted. As on March 31, 2023, VIP Industries BD Manufacturing Private Limited and VIP Luggage BD

Private Limited are classifiedmaterial subsidiaries pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Accordingly, as on March 31, 2023, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.

During the year under review, no companies have become/ ceased to be joint venture or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement. The financial statements of the subsidiary companies are available for inspection on the Company's website - https:// vipindustries.co.in/ financial-information.php.

The Policy for determining “Material” subsidiaries has been displayed on the Company's website - http://www. vipindustries.co.in/ policies.php

DEBENTURES

In the FY 2022-23, the Company had redeemed 500 Rated, Listed, Secured, Redeemable Non-Convertible Debentures (NCD's) having face value of ` 10,00,000 (Rupees Ten lakhs only) each, of the aggregate nominal value of

` 50,00,00,000 (Rupees Fifty Crores only) and made the entire principal repayment of ` 50 crore during the financial year under review.

The Company has complied with all the applicable provisions of the Listing Regulations with respect to the said listed NCDs.

During the year under review, CRISIL Ratings has reaffirmed its ‘CRISIL AA/Stable/CRISIL A1+' ratings to the Non-

Convertible Debentures (NCD) programme and bank facilities of the Company.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at March 31, 2023.

SIGNIFICANT AND MATERIAL ORDERS

by There are no significant the regulators or courts or tribunals impacting the going concern status and your Company's operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements. The

Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY & SUSTAINABILITY

REPORT (BRSR)

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions . of Corporate Governance is attached to the report on Corporate Governance.

SEBI, vide Notification No. SEBI/HO/CFD/CMD-2/P/

CIR/2021/562 dated May 10, 2021, replaced ‘Business Responsibility Report' with ‘Business Responsibility and

Sustainability Report' (BRSR) and has mandated companies to submit the BRSR for FY 2023 onwards. BRSR as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company's procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at http://www.vipindustries.co.in/corporate-governance.php.

Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company's strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company's website at the link · http://www.vipindustries.co.in/policies. php.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)

Act, 2013 (‘the Act') and Rules made thereunder, your

Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment Act. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no sexual harassment complaint was received by the Company. In order to build awareness in this area, the Company has been conducting programmes on a continuous basis.

EMPLOYEE STOCK APPRECIATION RIGHT (ESAR)

Pursuant to the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted VIP Employee Stock Appreciation Rights Plan 2018 (“ESARP 2018”/ “Plan”). In accordance with ESARP 2018, the employee of the Company and its subsidiaries are entitled to receive Employee Stock Appreciation Right (ESAR), which entitle them to receive appreciation in the value of the shares of the Company at a future date and in a pre-determined manner, where such appreciation is settled by way of allotment of shares of the Company. The Company confirms that the

ESARP 2018 complies with the provisions of SEBI (Shares

Based Employee Benefits and Sweat Equity), 2021.

Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Shares Based

Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at http://www. vipindustries.co.in/corporate- governance.php.

The Company has awarded 13,05,000 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under the ESARP Scheme 2018, which upon vesting shall convert into not more than 7,06,587 equity shares of the Company.

The Company has further proposed to grant ESARs to the employees of the Company with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth. Considering the increase in the share price of the Company, the said limit of 7,06,587 equity shares shall be inadequate upon exercising of ESAR by all the grantees.

Accordingly, the Company has at its Board Meeting held on May 8, 2023, subject to approval of shareholders, approved the increase in number of equity shares to be granted on exercise of ESARs from 7,06,587 (Seven Lakhs Six Thousand Five Hundred Eighty Seven) equity shares to 17,06,587 (Seventeen Lakhs Six Thousand Five Hundred Eighty Seven) equity shares of face value of ` 2/ each fully paid up.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2023 stood at ` 28.33 crores.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity other than shares issued under VIP Employee Stock Appreciation RIghts Plan, 2018. As on March 31, 2023, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee comprises of Mr. Tushar Jani (Chairman of Audit Committee), Mr. Amit Jatia and Ms. Radhika Piramal. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection on the Company's website - http://www. vipindustries.co.in and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year, there was no case and/ or application and/ or proceedings filed by and/ or against the Company under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS:

During the Financial Year under review, neither the statutory auditors nor the secretarial auditors have reported any instances of fraud committed against the Company by its officers or Employees, to the Audit Committee or the Board under section 143(12) of the Act.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT:

There was no instance of onetime settlement with any Bank or Financial Institution during the period under the review.

REMUNERATION RATIO OF THE DIRECTORS

/ KEY MANAGERIAL PERSONNEL (KMP) /

EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

1. Your Directors' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2022-23 was as under:

Ratio of remuneration of
Director's Name each Director to the median
employees' remuneration
Ms. Radhika Piramal 41X
Mr. Anindya Dutta 125X

2. The Percentage increase in remuneration of Executive Vice Chairperson, Managing Director, Chief Financial

Officer and Company Secretary were as under:

Name

Designation Increase / Decrease (%)

Ms. Radhika Piramal

Executive Vice Chairperson -47.07%
Mr. Anindya Dutta Managing Director 17.97%
Ms. Neetu Kashiramka # Chief Financial Officer 31.73%

Mr. Anand Daga

Company Secretary & Head · Legal 1.07%

# Ms. Neetu Kashiramka was appointed as the Additional Director (Executive) of the Company w.e.f. May 8, 2023, subject to approval of shareholders at ensuing Annual General Meeting . Since her appointment is made as Executive Director in financial year 2023-24, the remuneration for financial year 2022-23 consist of remuneration paid to her as Chief Financial Officer.

Increase in remuneration also includes perquisite value on exercise of 50,000 EASRs during the year.

The percentage increase in the median remuneration of employees for the financial year 2022-23 is around

18.53%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

3. The number of permanent employees on the rolls of the Company is 1,304 (excluding the employees of the Subsidiary companies).

4. The Percentage increase in salaries of the managerial personnel at 50th percentile is 16.02%.

The Percentage increase in salaries of the non-managerial personnel at 50th percentile is 16.98%.

5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

During the year under review, no Managing Director / Whole-time Director of the Company are in receipt of any remuneration or commission from any of its subsidiaries.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

Dilip G. Piramal
Place: Mumbai Chairman
Dated: May 8, 2023 (DIN No. 00032012)

   

V I P Industries Ltd Company Background

Dilip G PiramalNeetu Kashiramka
Incorporation Year1968
Registered Office5th Floor DGP House,88-C Old Prabhadevi Road
Mumbai,Maharashtra-400025
Telephone91-22-66539000,Managing Director
Fax91-22-66539089
Company SecretaryAnand Daga
AuditorPrice Waterhouse Chartered Accountants LLP
Face Value2
Market Lot1
ListingBSE,MSEI ,NSE,
RegistrarLink Intime India Pvt Ltd
C-101 247 Park,L B S Marg,Vikhroli West,Mumbai-400083

V I P Industries Ltd Company Management

Director NameDirector DesignationYear
Dilip G PiramalChairman (Non-Executive)2023
Radhika PiramalVice Chairperson & ED2023
Amit JatiaNon-Exec. & Independent Dir.2023
Anand DagaCompany Sec. & Compli. Officer2023
Nisaba GodrejNon-Exec. & Independent Dir.2023
Tushar JaniNon-Exec. & Independent Dir.2023
Ramesh DamaniNon-Exec. & Independent Dir.2023
Neetu KashiramkaManaging Director & CFO2023
Suresh Inderchand SuranaAdditional Director2023
Ashish K SahaAdditional Director & E D2023

V I P Industries Ltd Listing Information

Listing Information
BSE_500
BSE_CD
CNX500
BSESMALLCA
BSEALLCAP
GOODSSERVI
SML250
MSL400
NFTYMSC400
NFTYSC250
NF500M5025
NFTYTOTMKT

V I P Industries Ltd Finished Product

Product NameUnit Installed
Capacity
Production
Quantity
Sales
Quantity
Sales
Value
Sale of Traded GoodsNA0001027.08
Sale of Finished GoodsNA000988.98
Other Operating RevenuesNA0003.47
OthersNA0000
Excise dutyNA0000
Job WorkNA0000
Service IncomeNA0000
Element PanelsMT0000
SalesNA0000
Soft LuggageNA0000
Flexible LuggageNo0000
Hard LuggageNA0000
Injection/Vaccum Moulded PlastMT0000
Injection/Vaccum Moulded PlastNo0000
Injection/Vaccum Moulded PlastPcs0000
Moulded Tools/Jig & FixturesNo0000
FurnitureNA0000

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